[8-K] Banner Corp. Reports Material Event

Rhea-AI Filing Summary

Banner Corporation announced that on September 1, 2025 the Board elected Millicent Tracey as a director of the company and of its wholly owned banking subsidiary, Banner Bank. Ms. Tracey was appointed to the Corporate Governance/Nominating and Risk Committees and was affirmatively determined to qualify as an independent director under NASDAQ standards.

The Board increased its size from 11 to 12 directors effective September 1, 2025. Ms. Tracey will receive standard non-employee director compensation: an annual cash retainer of $55,000, RSUs with a grant date fair value of $65,000 prorated for service from September 1, 2025 through May 20, 2026, and additional cash retainers for committee service. The filing states there are no related-party transactions or family relationships requiring disclosure.

Positive

• Board strengthened with addition of an independent director, expanding the board from 11 to 12 members
• Committee support increased as Ms. Tracey joins the Corporate Governance/Nominating and Risk Committees, enhancing oversight
• Compensation disclosed with clear, standard terms: $55,000 cash retainer and $65,000 RSU grant (prorated)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Addition of an independent director and committee appointments modestly strengthens governance and board capacity.

The appointment of Millicent Tracey and her placement on Corporate Governance/Nominating and Risk Committees increases board resources and oversight bandwidth. The board expansion to 12 members may broaden expertise and diversify perspectives. Compensation terms are standard for non-employee directors and the affirmative independence determination aligns with NASDAQ expectations. The filing discloses no related-party or family ties, reducing immediate governance concerns.

Risk Analyst

TL;DR No disclosed conflicts or material arrangements; the change presents low near-term risk.

The filing indicates no transactions requiring Item 404 disclosure and no family relationships with executives or directors, which suggests limited immediate risk from conflicts of interest. Committee assignments, including Risk Committee membership, could affect oversight of enterprise risks but the filing contains no operational or financial changes to evaluate material impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 29, 2025

Banner Corporation

(Exact name of registrant as specified in its charter)

Washington

000-26584

91-1691604

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

10 S. First Avenue, Walla Walla, Washington 99362

(Address of principal executive offices) (Zip Code)

Registrant's telephone number (including area code) (509) 527-3636

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

BANR

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    Appointment of New Director

On August 29, 2025, the Board of Directors (the “Board”) of Banner Corporation (the “Company”) elected Millicent Tracey as a director of the Company, effective as of September 1, 2025. Ms. Tracey was also appointed to the Corporate Governance/Nominating and Risk Committees of the Board. In addition, Ms. Tracey was elected to the Board of Directors of Banner Bank (the “Bank”), the Company’s wholly owned banking subsidiary.

The Board affirmatively determined that Ms. Tracey qualifies as an “independent director” in accordance with NASDAQ listing standards. Additionally, Ms. Tracey does not have an interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K, and there are no family relationships between Ms. Tracey and any of the Company’s other directors or executive officers. Other than the compensation arrangements described below, there are no arrangements or understandings between Ms. Tracey and any other persons or entities pursuant to which she has been elected as a director.

Ms. Tracey will be compensated for her services as a director consistent with the Company’s standard practices for non-employee directors. Ms. Tracey will receive an annual cash retainer of $55,000 and an award of restricted stock units (“RSUs”) with a grant date fair value of $65,000, with such RSU award to be prorated from September 1, 2025 through May 20, 2026. In addition, Ms. Tracey will receive an additional annual cash retainer for each Board committee on which she serves.

In connection with the election of Ms. Tracey as a director of the Company, the Board increased the number of directors comprising the Board from 11 to 12 directors, effective September 1, 2025.

For additional information concerning Ms. Tracey’s background, please refer to the press release dated September 3, 2025, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.*

(d)    Exhibits

99.1    Press Release of Banner Corporation dated September 3, 2025.

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

			BANNER CORPORATION
Date: August 29, 2025			By: /s/ Mark J. Grescovich
			Mark J. Grescovich
			President and Chief Executive Officer

FAQ

Who was appointed to the Banner Corporation board (BANR)?

The Board elected Millicent Tracey as a director of Banner Corporation and Banner Bank, effective September 1, 2025.

Is the new director considered independent under NASDAQ for BANR?

Yes. The Board affirmatively determined Ms. Tracey qualifies as an independent director under NASDAQ listing standards.

What compensation will Millicent Tracey receive as a BANR director?

She will receive an annual cash retainer of $55,000, RSUs with a grant date fair value of $65,000 prorated from September 1, 2025 through May 20, 2026, plus additional cash retainers for committee service.

Did Banner Corporation disclose any related-party transactions with the new director?

The filing states there are no transactions requiring disclosure under Item 404(a) and no family relationships with other directors or executive officers.

Did the Board size change at Banner Corporation?

Yes. The Board increased from 11 to 12 directors, effective September 1, 2025.